The frequency of meetings will depend on the nature of the industry and the rapidity of change

in the technological, competitive, and social environment. In addition to periodic presentations

to the full board and absent a special need, such as the impending retirement of the chief
executive, I suggest that the committee meet once every three years. Meetings should not be
so frequent that strategic review is confused with an operating review or that the minor
changes in key indicators are incorrectly interpreted as significant trends. Moreover, the
board’s normal oversight process must not imply that the CEO is on a short leash or that the
leadership is constantly up for grabs.

Making meetings more strategic

Given the number of priorities noted previously—which by no means addresses all of the audit
committee’s responsibilities—and the number of audit committee-specific requirements, it can
be challenging to get through the agenda, while making sure to drive a strategic discussion. The
committee should focus, therefore, on how to implement a strategic approach to meetings. In
the absence of such an approach, it is questionable whether the committee can execute its
responsibilities effectively. In our experience there are a number of process-related
components that can make for a more strategic meeting, some of which include:

 An effective committee chair: The importance of having an effective chair cannot be

overstated. The chair can facilitate strategic meetings in many ways, such as supervising
the creation of the agenda (discussed in more detail below); directing presenters to
spend most of their time on discussion rather than reading slides or other materials; and
managing discussions so that topics can be appropriately—but not excessively—
addressed. The chair should also engage with management around pre-reads and other
meeting materials, confirming that their content and format will adequately inform
committee members and drive meeting discussions. And in cases where it becomes
apparent that a committee member has not read pre-reads or is otherwise unprepared,
it is the chair’s responsibility to address the matter.
 The agenda and meeting materials: A well thought-out agenda, including the
accompanying materials, can greatly enhance the quality of a committee meeting. The
agenda can focus the committee’s discussions on priority topics and help avoid spending
too much time on less consequential ones. Ordering the agenda to address challenging
areas at the beginning of the meeting rather than waiting until the end of the meeting—
when time may be short—can also help to focus the committee on the most important
matters.
Pre-reads and other meeting materials also influence the quality of committee
meetings. Extensive materials in which important information is “buried” or hard to find
can result in committee members overlooking things they should consider; and overly
 lengthy materials can deter committee members from reading materials carefully. Even
the format of materials can be very important. Is an executive summary provided? Do
the materials indicate why they are being provided to the committee (e.g., for action,
for discussion, or for information only)? Is the important information easy to find? The
timing of delivery of materials is also critical—materials delivered shortly before a
meeting may not be read, or read carefully. While technology has enabled committee
members to review materials on a tablet, phone, or laptop rather than having to carry
voluminous materials, it has also been cited as making it too easy to send voluminous
materials and to wait until the last minute to send them.
 Executive sessions: The effective use of executive sessions can help the audit committee
to have more strategic and efficient and effective There are various types of executive
sessions, which may include: a brief (5–10 minute) audit committee-only session
immediately before the audit committee meeting to align on priorities; individual post-
meeting sessions with the CFO, other individuals responsible for financial reporting and
internal audit, the independent auditor, the general counsel, etc.; and audit committee-
only sessions following the meeting to discuss follow-up items and matters to be
addressed at future meetings. Each of these sessions should be conducted to afford the
committee and the individuals an opportunity to discuss issues—including sensitive ones
—candidly. These executive sessions should be scheduled, and on the agenda, at every
meeting regardless of whether or not there are things to discuss. This avoids the
awkwardness that may occur if these sessions are scheduled only when issues arise.

The frequency of meetings will depend on the nature of the industry and the rapidity of
change in the technological, competitive, and social environment. In addition to periodic
presentations to the full board and absent a special need, such as the impending retirement
of the chief executive, I suggest that the committee meet once every three years. Meetings
should not be so frequent that strategic review is confused with an operating review or that
the minor changes in key indicators are incorrectly interpreted as significant trends.
Moreover, the board’s normal oversight process must not imply that the CEO is on a short
leash or that the leadership is constantly up for grabs.

Making meetings more strategic

Given the number of priorities noted previously—which by no means addresses all of the audit
committee’s responsibilities—and the number of audit committee-specific requirements, it can
be challenging to get through the agenda, while making sure to drive a strategic discussion. The
committee should focus, therefore, on how to implement a strategic approach to meetings. In
the absence of such an approach, it is questionable whether the committee can execute its
responsibilities effectively. In our experience there are a number of process-related
components that can make for a more strategic meeting, some of which include:

 An effective committee chair: The importance of having an effective chair cannot be

overstated. The chair can facilitate strategic meetings in many ways, such as supervising
the creation of the agenda (discussed in more detail below); directing presenters to
spend most of their time on discussion rather than reading slides or other materials; and
managing discussions so that topics can be appropriately—but not excessively—
addressed.
 The agenda and meeting materials: A well thought-out agenda, including the
accompanying materials, can greatly enhance the quality of a committee meeting. The
agenda can focus the committee’s discussions on priority topics and help avoid spending
too much time on less consequential ones. Ordering the agenda to address challenging
areas at the beginning of the meeting rather than waiting until the end of the meeting—
when time may be short—can also help to focus the committee on the most important
matters.
 Executive sessions: The effective use of executive sessions can help the audit committee
to have more strategic and efficient and effective There are various types of executive
sessions, which may include: a brief (5–10 minute) audit committee-only session
immediately before the audit committee meeting to align on priorities; individual post-
meeting sessions with the CFO, other individuals responsible for financial reporting and
internal audit, the independent auditor, the general counsel, etc.; and audit committee-
only sessions following the meeting to discuss follow-up items and matters to be
addressed at future meetings.